Terms of Service

Last Updated: May 25, 2026

Welcome to Axomnex. These Terms of Service (“Terms” or “Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Client”, “you”, or “your”) and Axomnex Inc. (“Axomnex”, “we”, “us”, or “our”), a corporate entity organized and existing under the laws of the United States. This Agreement governs your access to and use of the axomnex.com website, as well as any other media form, media channel, mobile website, or sub-services connected thereto, including but not limited to our technical staff augmentation, IT consulting, software development, and technical procurement consulting solutions (collectively, the “Services”).

By accessing the website or engaging our Services, you acknowledge that you have read, understood, and agreed to be bound by all of these Terms, including the Mandatory Arbitration Provision in Section 11. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND OUR SERVICES, AND YOU MUST DISCONTINUE USE IMMEDIATELY.

1. DEFINITIONS AND CONTRACTUAL STRUCTURE
1.1 “Talent” or “Contractor” refers to the software engineers, UI/UX designers, AI technical specialists, solutions architects, and technical consultants sourced, vetted, and introduced by Axomnex to perform technical services for the Client.
1.2 “Statement of Work” (“SOW”) means a specific, mutually executed addendum to these Terms that describes the scope of work, technical role, billable hourly rates, project milestones, and any specific terms governing that particular engagement.
1.3 Contractual Conflict: In the event of any direct conflict between the provisions of these general Terms and an active SOW, the terms of the specific SOW shall prevail for that explicit project.

2. SERVICE DEPLOYMENT & INDEPENDENT CONTRACTOR STATUS
2.1 Independent Contractor Status: Client explicitly acknowledges that all Talent provided by Axomnex are engaged strictly as independent contractors of Axomnex. No employer-employee relationship, joint venture, or agency relationship is created between the Client and the assigned Talent, or between Axomnex and the Client. Axomnex remains solely responsible for the internal contractual compensation, management of its network relationships, and administrative compliance of such Talent.
2.2 Non-Exclusivity: Axomnex reserves the absolute right to provide technical talent and staffing services to competitors of the Client, provided that no Confidential Information of the Client is breached or compromised.

3. FINANCIAL TERMS, TIMESHEETS, AND PAYMENT DEADLINES
3.1 Billing Structure: Services are rendered on a Time-and-Materials (T&M) basis at the specific hourly or flat rates agreed upon in the SOW.
3.2 Timesheet Approval and Dispute Window: For hourly engagements, Client agrees to review and approve the digital or physical timesheets submitted by Axomnex or the assigned Talent on a weekly or bi-weekly basis. If Client fails to dispute a submitted timesheet in writing within three (3) business days from submission, it shall be deemed automatically and irrevocably approved by the Client.
3.3 Invoicing & Financial Settlement Deadlines: Invoices will be generated according to the cycle defined in the SOW (typically bi-weekly or monthly). Client shall pay all undisputed amounts within seven (7) calendar days from the invoice date. Payments must be wired in U.S. Dollars (USD) via ACH, domestic wire, SWIFT, or approved credit card directly to the Axomnex corporate banking accounts specified on the invoice.
3.4 Late Payment Penalties and Interest: Any payment not received within fourteen (14) days of the invoice date shall accrue interest at a rate of 1.5% per month, or the maximum rate permitted by applicable state law, whichever is lower, calculated from the date such payment was due until paid in full. Client shall be responsible for all collection costs, including reasonable attorneys’ fees, incurred by Axomnex.
3.5 Absolute Non-Refundability: Given the professional consulting and human resource deployment nature of IT staff augmentation, all hours logged, invoiced, and services rendered are strictly non-refundable and non-creditable. Client’s sole remedy for unsatisfactory work is the exercise of the Talent Replacement Guarantee.

4. CANCELLATION AND CONTINUOUS REPLACEMENT WARRANTY
4.1 Operational Flexibility: Client may request the termination of any active SOW or individual Talent assignment at any time, subject to the prior written notice period specified in the SOW (typically requiring a 7-day to 14-day written notice to ensure an orderly project off-boarding). Client is legally obligated to pay for all hours worked by the Talent up to the exact moment of contract cessation.
4.2 Continuous Replacement Guarantee: If an assigned Contractor leaves mid-project, becomes incapacitated, or fails to meet the precise technical metrics required by the Client’s evolving tech stack, Axomnex will prioritize sourcing, vetting, and embedding a qualified replacement. No additional recruitment, placement, or orientation fees will be charged to the Client for executing this replacement.

5. STRICT NON-SOLICITATION AND RECRUITMENT RESTRICTIONS (ANTI-BYPASS)
5.1 Protection of Proprietary Network: Client explicitly acknowledges that Axomnex expends immense capital, proprietary vetting infrastructure, and human resources to assemble and maintain its elite global engineering network.
5.2 Restriction Period: Client agrees that during the term of any active engagement and for a strict period of twelve (12) months following the termination of the most recent SOW or introduction, Client (including its affiliates, parent companies, subsidiaries, partners, or successors) shall not directly or indirectly solicit, attempt to solicit, hire, employ, retain, or engage as an employee or independent consultant any Talent introduced to the Client by Axomnex.
5.3 Material Breach & Liquidated Damages: Any direct or indirect circumvented hiring of Axomnex Talent by the Client without our prior explicit written consent constitutes a material breach of this Agreement. In such an event, Client shall immediately pay Axomnex a Liquidated Buyout Fee equal to either: (a) Fifty percent (50%) of the projected annualized compensation of the Talent, or (b) Fifty Thousand USD ($50,000.00), whichever is greater, as reasonable compensation for recruitment assets lost, and not as a penalty.

6. INTELLECTUAL PROPERTY RIGHTS & PAYMENT CONDITIONS
6.1 Work Made for Hire: Subject to Section 6.2, all source code, software architecture, technical documentation, UI/UX designs, algorithms, and digital deliverables created by the assigned Talent specifically for the Client during billable hours (collectively, “Inventions”) shall be considered a “work-made-for-hire” under U.S. Copyright law and shall belong exclusively to the Client.
6.2 Condition Precedent of Payment (IP Lien): Notwithstanding Section 6.1, the complete assignment, transfer, and release of all Intellectual Property rights to the Client are explicitly conditioned upon Axomnex receiving full, cleared, and un-appealable payment for all corresponding invoices related to the creation of those specific Inventions. Until all outstanding balances are settled, Axomnex retains a superior, exclusive lien over the source code, repositories, and digital materials produced.

7. CONFIDENTIALITY AND DATA PROTECTION
7.1 Definition: “Confidential Information” refers to all proprietary data, trade secrets, source code, product maps, business strategies, and financial metrics disclosed by one party to the other during the engagement.
7.2 Protection Standard: Both Axomnex and the Client agree to hold each other’s Confidential Information in strict confidence, applying at least the same degree of care they use to protect their own highly sensitive information.
7.3 Publicity Rights: Unless otherwise requested in writing by the Client, Axomnex may include the Client’s corporate name and logo in its promotional materials, website client lists, and case studies to accurately reflect the B2B engagement.

8. DMCA COPYRIGHT COMPLIANCE AND TAKEDOWN POLICY
8.1 Copyright Agent: Axomnex respects intellectual property rights. If you believe that any material on our Website or delivered via our services infringes upon any copyright which you own or control, you may send a formal notification of such infringement to our designated DMCA Copyright Agent at [email protected].
8.2 Document Counter-Notice: Under U.S. Federal Law (17 U.S.C. § 512(c)(3)), your notification must include: physical/electronic signature of the owner, identification of the infringed work, specific location link, and your contact data.

9. WARRANTY DISCLAIMERS & LIMITATION OF LIABILITY

9.1 As-Is Basis: Except as expressly stated herein, Axomnex makes no warranties of any kind, express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose, or non-infringement, regarding the independent work of the assigned talent.

9.2 Liability Ceiling: To the maximum extent permitted by applicable U.S. law, in no event shall Axomnex, its directors, employees, or agents be liable to the client for any indirect, consequential, exemplary, incidental, special, or punitive damages, including loss of profits, loss of revenue, loss of data, or work stoppage. The total aggregate liability of Axomnex for any claims arising under this agreement shall be strictly limited to the total fees actually paid by the client to Axomnex in the three (3) months immediately preceding the event giving rise to the liability.

10. INDEMNIFICATION
Client agrees to defend, indemnify, and hold Axomnex, its subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) the Client’s misuse or deployment of the deliverables, (b) Client’s violation of these Terms, or (c) any infringement by Client or assigned Talent of third-party intellectual property rights through the specific coding parameters given by the Client.

11. GOVERNING LAW AND MANDATORY BINDING ARBITRATION
11.1 Forum & Governing Jurisdiction: This Agreement and your relationship with Axomnex shall be governed by, construed, and enforced in accordance with the internal laws of the United States and the State of Delaware, without regard to its conflict of law tenets.
11.2 Mandatory Arbitration: Any dispute, controversy, or claim arising out of or relating to this contract, including its formation, validity, or breach, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
11.3 Class Action Waiver: You and Axomnex agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

12. WEBSITE ACCESSIBILITY (ADA COMPLIANCE STATEMENT)
Axomnex is committed to ensuring digital accessibility for people with disabilities. We are continually improving the user experience for everyone and applying the relevant accessibility standards (WCAG 2.1 Level AA). If you experience any difficulty accessing any contractual or promotional elements of this Website, please contact our accessibility node at [email protected].

13. CORPORATE CONTACT CHANNELS
Axomnex LLC.
Legal & Compliance Department